Sky Blog
For decades, mandatory arbitration provisions covering shareholder claims were largely absent from the governance documents of public companies. Their absence was largely the consequence of two institutional forces. At the federal level, the Securities and Exchange Commission maintained an informal …
In April 2026, SpaceX announced an agreement giving it the right to acquire the AI coding company Cursor for $60 billion in SpaceX stock after SpaceX went public. If that stock transaction did not occur, the agreement called for a …
The Securities and Exchange Commission’s sweeping assault on the 1934 Act’s continuous disclosure system is misguided and likely to do more harm than good.
The tens of proposed changes in the requirements appear to be based on the belief that …
Capital markets work is among the most profitable areas of transactional legal practice, and it is typically awarded to lawyers within a tight network. Perhaps the most elite of those lawyers advise securities issuers and underwriters on IPOs. They are …
On May 19, 2026, the SEC proposed amendments that would collapse the current five overlapping filer categories into just two (large accelerated filer and non-accelerated filer) and raise the large accelerated filer public float threshold from $700 million to $2 …
Over the past year, we have moved decisively on our agenda to return to first principles across every dimension of the SEC’s mandate—namely, to protect investors; maintain fair, orderly, and efficient markets; and facilitate capital formation. Fundamental to fulfilling this …
Today [May 19], the Commission proposed two rulemakings that serve as the foundation for my agenda to Make IPOs Great Again. These proposals build upon the legislative and regulatory concepts that have proven successful in the past and aim to …
On May 11, two of the world’s most valuable private companies all but admitted that the AI private market boom has been built on shaky legal ground.
OpenAI announced that unauthorized transfers of its equity, which were made through special …
Over the past decade, many companies have embraced the language and practices of stakeholder governance. Corporate mission statements, sustainability reports, and ESG disclosures frequently highlight commitments to employees, communities, and environmental sustainability. Boards authorize charitable-giving programs, diversity initiatives, and policies …
Prediction markets allow participants to trade contracts on whether or not real-world events will occur. These platforms have grown rapidly, and contracts tied to specific company activity are now actively trading, including contracts on IPOs, mergers and acquisitions, earnings call …
Many companies approaching an initial public offering face a familiar concern: whether the underwriters responsible for marketing the deal are fully aligned with the issuer’s interests. IPO underpricing – the tendency for shares to jump in price on the first …
Why do we still mark the beginning of corporate existence with the filing of a charter? Why file charters publicly when the content is overwhelmingly focused on internal stock rights? Why does the leading jurisdiction of Delaware make charters so …
Imagine you are the CEO of a fast-growing company that needs public capital to grow. You have a real business today, but much of your value depends on what you haven’t built yet: new products, new capacity, and a multi-year …
New leadership at the Securities and Exchange Commission (SEC) is making it a priority to reverse the decline in the number of U.S public companies. Its method: reversing regulatory creep and reducing the onerous burdens of compliance that deter all …
In 2023, a former employee and shareholder of a struggling startup called Teespring sued not just the company and its managers, but also one of its investors: Hydrazine Capital, a venture fund affiliated with OpenAI CEO Sam Altman. The plaintiff …
In advanced economies, the regulation of corporate governance during initial public offerings (IPOs) is used increasingly as a capital markets policy instrument. As public listings declined, private-equity financing grew, and regulatory competition intensified, lawmakers reconsidered the role of mandatory …
Convertible notes issuances have been surging in the last few years to a market size of approximately $300 billion. The increased activity has been bolstered by the high-interest rate environment, favorable equity market dynamics and macro uncertainty. Secular growth trends …
Over the last few decades, large asset managers have loomed over U.S. equity markets. Their prominence has fueled a lively debate about the effects of “asset manager capitalism” on a variety of issues, including corporate governance and stewardship, market competition, …
Initial public offerings (IPOs) are one of the most important events in a firm’s lifecycle, often representing its first major interaction with public capital markets. To assess value, evaluate risks, and determine offering terms, investors, underwriters, auditors, and regulators all …
Delaware retains the dominant position in the jurisdictional competition for corporate charters, but its lead looks increasingly tenuous. During the period 2024 through the first half of 2025, only five public companies with a market capitalization greater than $250 million …